Proposed transaction will create a public
company engaged in developing vertical takeoff and landing (VTOL)
aircraft and offering real-time location systems technology
XTI conditional pre-orders of more
than 700 aircraft could generate revenues up to
approximately $7.1 billion upon delivery
Proposed merger expected to be
completed by fourth quarter of 2023
PALO
ALTO, Calif., July 25,
2023 /PRNewswire/ -- Inpixon® (Nasdaq: INPX), a
leading provider of real-time location systems ("RTLS"), today
announced it has entered into a definitive merger
agreement with XTI Aircraft Company ("XTI"), an aviation
company developing the TriFan 600, a fixed-wing, vertical takeoff
and landing (VTOL) aircraft. The enterprise value of XTI was
ascertained by an independent financial advisory firm to be within
the range of $252 million and
$343 million[1]. XTI's valuation was
determined after comparison with certain public companies with
similar business models to XTI in the air travel/VTOL segment of
the aviation industry, with an average enterprise value of
approximately $1.6 billion[1]. If
completed, the merger will result in a combined publicly traded
company that will focus on advancing the TriFan 600 to market, as
well as continuing to offer Inpixon's real-time location
systems technology to manufacturing and warehousing facilities for
streamlined operations, greater efficiency, and improved safety.
The companies will launch a merger information portal at
xti-inpx-merger.com where interested parties can keep abreast of
transaction news.
David Brody, founder and chairman
of XTI Aircraft Company, commented, "We're excited to announce this
transaction, which we believe will be a transformative event for
both companies. We believe that the TriFan 600 airplane will
revolutionize point-to-point air travel by combining the comfort,
speed, and range of similar conventional business aircraft with the
flexibility, convenience, and pinpoint transportation of a
helicopter. In 2019, we successfully conducted multiple hover tests
of our two-thirds scale unmanned proof-of-concept configuration of
the TriFan. After we close, we expect to be in a strong position to
expand our operations, work toward building our first full-scale
piloted test aircraft, and continue our efforts toward achieving
FAA certification and commercial production."
Scott Pomeroy, XTI CFO and board
member added, "We believe this merger, which results in XTI's
listing on NASDAQ, is the logical next step to give XTI access to
the broader public capital markets following its earlier Regulation
CF and Regulation A offerings. We further believe that our future
capital plans are supported by the existing strong demand for the
TriFan 600, evidenced by the more than 700 conditional pre-orders
under a combination of aircraft purchase agreements, non-binding
reservation deposit agreements, and options. These pre-orders
represent potential gross revenues of approximately $7.1 billion, based on our current list price of
$10 million per aircraft assuming the
company is able to execute on the development program for the
TriFan, secure FAA certification, and deliver these aircraft."
Nadir Ali, CEO of Inpixon,
stated, "We believe that with XTI's experienced executive team and
the disruptive potential of the TriFan 600 for the aviation
industry, this transaction has the potential to unlock value for
Inpixon shareholders. We anticipate that this transaction will not
only aid in the growth of XTI but will also enable Inpixon
shareholders to own a meaningful interest of approximately 40% of
the outstanding common stock of the combined company with a higher
valuation in a multibillion-dollar market."
Footnote
[1] Based on a valuation analysis performed by an independent
financial advisory firm in connection with that firm's rendering of
an opinion to Inpixon's board of directors with respect to the
fairness of the transaction to Inpixon shareholders. A summary of
the valuation methodologies used and copy of the opinion will be
included in Inpixon's registration statement on Form S-4 to be
filed in connection with the transaction.
About the Transaction
The merger agreement provides for XTI shareholders to own
approximately 60% of the outstanding shares of common stock of the
post combination company, and Inpixon shareholders to retain
approximately 40% of the outstanding shares of common stock of the
post combination company as of closing. However, that ratio is
subject to adjustment and determination of the final exchange ratio
in accordance with the terms of the merger agreement.
Upon closing of the transaction, the combined company is
planning to operate under the name XTI Aerospace, Inc. ("XTI
Aerospace") and to trade on the Nasdaq Capital market under the
symbol XTIA or other symbol to be announced. Inpixon's industrial
RTLS solutions will be offered as a separate business line of XTI
Aerospace, and XTI Aircraft Company will operate as a wholly owned
subsidiary of XTI Aerospace.
In connection with the closing of the transaction, Nadir Ali and Wendy
Loundermon are expected to resign as chief executive officer
and chief financial officer of Inpixon. It is anticipated that
XTI's current board member and chief financial officer,
Scott Pomeroy, will become the
chairman and chief executive officer of XTI Aerospace, with XTI
founder David Brody becoming a
member of the board of directors of XTI Aerospace. Michael Hinderberger will continue in his
current role as chief executive officer of XTI Aircraft Company,
leading the technical development of the TriFan 600. Soumya Das, the chief operating officer of
Inpixon, will continue to lead the RTLS business line.
About XTI's TriFan 600 VLCA
The TriFan 600 is being developed by XTI Aircraft Company to
combine the performance of a fixed-wing business aircraft with VTOL
capability. XTI estimates that the TriFan will have a speed up to
345 mph and a range of 700 miles – both more than twice that of
most civilian helicopters similar in size to the TriFan – thus
creating a new "vertical lift crossover airplane" (VLCA) category.
The TriFan 600's current worldwide addressable market is comprised
of 58,000 turbine powered business aircraft (fixed-wing and
rotorcraft). In addition, the company will target the emerging
advanced air mobility (AAM) market. XTI is led by an experienced
management team with a successful track record of bringing aircraft
to market, and has secured patent protection in various countries,
including the U.S., Canada,
China, Japan, and Europe.
XTI TriFan 600 highlights include these performance estimates
and projections:
- Speed up to 345 miles per hour, and range of 700 miles with
vertical takeoff and vertical landing (extended range with a
conventional takeoff or landing).
- The speed, range and comfort of a fixed-wing airplane combined
with the point-to-point convenience of a helicopter.
- Will reduce travel time and operating expenses, while utilizing
existing infrastructure including over 5,000 existing helipads in
the U.S. alone, as well as driveways, back yards, job sites,
private landing pads, remote locations -- wherever it's safe and
legal.
- The flexibility to take-off like a helicopter, or like a
conventional airplane if a runway is needed to reduce fuel use and
extend range.
- Pilot plus up to six passengers in a spacious, comfortable
cabin.
- Targeting a broad range of end users including business
aircraft and helicopter operators, fractional operators, air
medical operators, high-net-worth individuals, government, and
military.
- The turbine engines currently planned for the TriFan 600
propulsion system will be capable of using sustainable aviation
fuel, which the International Air Transport Association considers
key to reducing the industry's carbon footprint.
- XTI's future plans include incorporating hybrid-electric or
all-electric propulsion as these technologies mature and become
commercially viable.
A computer graphics simulation video is available at XTI
Aircraft simulation video.
The transaction has been unanimously approved by the Boards of
Directors of Inpixon and XTI, and by XTI's controlling
shareholders, and is subject to approval by Inpixon shareholders,
as well as the satisfaction of customary closing conditions. The
proposed merger is expected to be completed by the fourth
quarter of 2023.
Maxim Group LLC is serving as exclusive financial advisor to
Inpixon in connection with the transaction. Chardan Capital Markets
LLC is serving as exclusive financial advisor to XTI on the
transaction.
Additional details regarding the merger agreement can be found
in Inpixon's 8-K to be filed with the Securities and
Exchange Commission.
About XTI Aircraft Company
XTI Aircraft Company is an aviation business based near
Denver, Colorado. XTI is guided by
a leadership team with decades of experience, deep expertise, and
success bringing new aircraft to market, including more than 40
FAA-certified new aircraft configurations. XTI is founded on a
culture of customer-focused problem solving to meet the evolving
needs of modern travelers. For information and updates about
XTI Aircraft Company and the TriFan 600,
visit www.xtiaircraft.com. For information on reserving a
priority position for the TriFan under the Company's pre-sales
program, contact Mr. Saleem Zaheer
at +1-720-900-6928 or szaheer@xtiaircraft.com.
About Inpixon
Inpixon® (Nasdaq: INPX) is the innovator of Indoor
Intelligence®, delivering actionable insights for
people, places and things. Combining the power of mapping,
positioning and analytics, Inpixon helps to create smarter, safer,
and more secure environments. The company's Indoor Intelligence and
industrial real-time location system (RTLS) technology are
leveraged by a multitude of industries to optimize operations,
increase productivity, and enhance safety. Inpixon customers can
take advantage of industry leading location awareness, analytics,
sensor fusion, IIoT and the IoT to create exceptional experiences
and to do good with indoor data. For the latest insights, follow
Inpixon on LinkedIn, and Twitter, and visit inpixon.com.
Important Information About the Proposed Transaction and
Where to Find It
This press release relates to a proposed transaction between XTI
Aircraft Company, a Delaware
corporation ("XTI"), and Inpixon, a Nevada corporation ("Inpixon"), pursuant to an
agreement and plan of merger, dated as of July 24, 2023, by and among Inpixon, Superfly
Merger Sub, Inc. and XTI (the "proposed transaction"). Inpixon
intends to file a registration statement on Form S-4 (the "Form
S-4") with the U.S. Securities and Exchange Commission ("SEC"),
which will include a preliminary prospectus and proxy statement of
Inpixon in connection with the proposed transaction, referred to as
a proxy statement/prospectus. A proxy statement/prospectus will be
sent to all Inpixon stockholders as of a record date to be
established for voting on the transaction and to the stockholders
of XTI. Inpixon also will file other documents regarding the
proposed transaction with the SEC.
Before making any voting decision, investors and security
holders are urged to read the registration statement, the proxy
statement/prospectus, and amendments thereto, and the definitive
proxy statement/prospectus in connection with Inpixon's
solicitation of proxies for its stockholders' meeting to be held to
approve the transaction, and all other relevant documents filed or
that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about Inpixon, XTI and the proposed
transaction.
Investors and securityholders will be able to obtain free copies
of the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by Inpixon through the website maintained by the SEC at
www.sec.gov.
The documents filed by Inpixon with the SEC also may be obtained
free of charge at Inpixon's website at www.inpixon.com or upon
written request to: Inpixon, 2479 E. Bayshore Road, Suite 195,
Palo Alto, CA 94303.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR
RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE
DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE
CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact contained in this press release,
including statements regarding the benefits of the proposed
transaction, the anticipated timing of the completion of the
proposed transaction, the products under development by XTI and the
markets in which it plans to operate, the advantages of XTI's
technology, XTI's competitive landscape and positioning, and XTI's
growth plans and strategies, are forward-looking statements. Some
of these forward-looking statements can be identified by the use of
forward-looking words, including "may," "should," "expect,"
"intend," "will," "estimate," "anticipate," "believe," "predict,"
"plan," "targets," "projects," "could," "would," "continue,"
"forecast" or the negatives of these terms or variations of them or
similar expressions. All forward-looking statements are subject to
risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. All forward-looking statements are
based upon estimates, forecasts and assumptions that, while
considered reasonable by Inpixon and its management, and XTI and
its management, as the case may be, are inherently uncertain and
many factors may cause the actual results to differ materially from
current expectations which include, but are not limited to:
- the risk that the proposed transaction may not be completed in
a timely manner or at all, which may adversely affect the price of
Inpixon's securities;
- the failure to satisfy the conditions to the consummation of
the proposed transaction, including the adoption of the merger
agreement by the shareholders of Inpixon;
- the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement;
- the adjustments permitted under the merger agreement to the
exchange ratio that could result in XTI shareholders or Inpixon
shareholders owning less of the post-combination company than
expected;
- the effect of the announcement or pendency of the proposed
transaction on Inpixon's and XTI's business relationships,
performance, and business generally;
- risks that the proposed transaction disrupts current plans of
Inpixon and XTI and potential difficulties in Inpixon's and XTI's
employee retention as a result of the proposed transaction;
- the outcome of any legal proceedings that may be instituted
against XTI or against Inpixon related to the merger agreement or
the proposed transaction;
- failure to realize the anticipated benefits of the proposed
transaction;
- the inability to meet and maintain the listing of Inpixon's
securities (or the securities of the post-combination company) on
Nasdaq;
- the risk that the price of Inpixon's securities (or the
securities of the post-combination company) may be volatile due to
a variety of factors, including changes in the highly competitive
industries in which Inpixon and XTI operate, variations in
performance across competitors, changes in laws, regulations,
technologies that may impose additional costs and compliance
burdens on Inpixon and XTI's operations, global supply chain
disruptions and shortages, national security tensions, and
macro-economic and social environments affecting Inpixon and XTI's
business and changes in the combined capital structure;
- the inability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities;
- the risk that XTI has a limited operating history, has not yet
manufactured any non-prototype aircraft or delivered any aircraft
to a customer, and XTI and its current and future collaborators may
be unable to successfully develop and market XTI's aircraft or
solutions, or may experience significant delays in doing so;
- the risk that XTI is subject to the uncertainties associated
with the regulatory approvals of its aircraft including the
certification by the Federal Aviation Administration, which is a
lengthy and costly process;
- the risk that the post-combination company may never achieve or
sustain profitability;
- the risk that XTI, Inpixon and the post-combination company may
be unable to raise additional capital on acceptable terms to
finance its operations and remain a going concern;
- the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations;
- the risk that XTI's conditional pre-orders (which include
conditional aircraft purchase agreements, non-binding reservations,
and options) are canceled, modified, delayed or not placed and that
XTI must return the refundable deposits;
- the risks relating to long development and sales cycles, XTI's
ability to satisfy the conditions and deliver on the orders and
reservations, its ability to maintain quality control of its
aircraft, and XTI's dependence on third parties for supplying
components and potentially manufacturing the aircraft;
- the risk that other aircraft manufacturers develop competitive
VTOL aircraft or other competitive aircraft that adversely affect
XTI's market position;
- the risk that XTI's future patent applications may not be
approved or may take longer than expected, and XTI may incur
substantial costs in enforcing and protecting its intellectual
property;
- the risk that XTI's estimates of market demand may be
inaccurate;
- the risk that XTI's ability to sell its aircraft may be limited
by circumstances beyond its control, such as a shortage of pilots
and mechanics who meet the training standards, high maintenance
frequencies and costs for the sold aircraft, and any accidents or
incidents involving VTOL aircraft that may harm customer
confidence;
- other risks and uncertainties set forth in the sections
entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in Inpixon's Annual Report on Form 10-K
for the year ended December, 31, 2022, which was filed with the SEC
on April 17, 2023 (the "2022 Form
10-K") and Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2023 filed on
May 16, 2023, and in the section
entitled "Risk Factors" in XTI's periodic reports filed pursuant to
Regulation A of the Securities Act including XTI's Annual Report on
Form 1-K for the year ended December 31,
2022, which was filed with the SEC on July 13, 2023 (the "2022 Form 1-K"), as such
factors may be updated from time to time in Inpixon's and XTI's
filings with the SEC, the registration statement on Form S-4 and
the proxy statement/prospectus contained therein. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Inpixon nor
XTI gives any assurance that either Inpixon or XTI or the
post-combination company will achieve its expected results. Neither
Inpixon nor XTI undertakes any duty to update these forward-looking
statements, except as otherwise required by law.
Participants in the Solicitation
XTI and Inpixon and their respective directors and officers and
other members of management may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Inpixon's
stockholders with the proposed transaction and the other matters
set forth in the registration statement. Information about
Inpixon's and XTI's directors and executive officers is set forth
in Inpixon's filings and XTI's filings with the SEC, including
Inpixon's 2022 Form 10-K and XTI's 2022 Form 1-K. Additional
information regarding the direct and indirect interests, by
security holdings or otherwise, of those persons and other persons
who may be deemed participants in the proposed transaction may be
obtained by reading the proxy statement/prospectus regarding the
proposed transaction when it becomes available. You may obtain free
copies of these documents as described above under "Important
Information About the Proposed Transaction and Where to Find
It."
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and is not intended to and
does not constitute an offer to sell or the solicitation of an
offer to buy, sell or solicit any securities or any proxy, vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be deemed to be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
Inpixon Contacts
General inquiries:
Email: marketing@inpixon.com
Web: inpixon.com/contact-us
Investor relations:
Crescendo Communications for Inpixon
Tel: +1 212-671-1020
Email: INPX@crescendo-ir.com
XTI Aircraft Contacts
General inquiries:
Email: liftup@xtiaircraft.com
Web: xtiaircraft.com/cm/get-involved
Investor relations:
Crescendo Communications for XTI
Tel: +1 212-671-1020
Email: XTI@crescendo-ir.com
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SOURCE Inpixon